INTERNATIONAL CHAMBER OF COMMERCE (I.C.

C 400/500/600)
http://www.iccwbo.org/
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
To:
CONTRACT CODE :
SHIPPER LINER CODE :
SHIPPER /LINER CODE :
Refined Sunflower Oil for Human
COMMODITY:
Consumption
BUYER’S CODE :
TYPE OF CONTRACT :
PRODUCT ORIGIN : Seller’s Option
CONTRACT QUANTITY : 12 000 MT
CONTRACT PERIOD : 12 months
SBLC and Irrevocable, Auto-Revolving,
PAYMENT TERM :
Divisible Non-Transferable LC
DESTINATION PORTS Barcelona, Spain
SELLER’S NAME : tbc
SELLER’S SIDE
tbc
REPRESENTATIVE :
BUYER’S NAME : Buyer’s Company Name
BUYER’S REPRESENTATIVE : Buyer’s Company Representative
CONTRACT RELEASED DATE : April 28, 2019

NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

WHEREAS the undersigned wish to enter into this
Agreement to define certain parameters of the future
legal obligations, are bound by a duty of Confidentiality
with respect to their sources and contacts. This duty is
in accordance with the International Chamber of
Commerce.
WHEREAS the undersigned desire to enter a working
business relationship to the mutual and common benefit
of the parties hereto, including their affiliates,
subsidiaries, stockholders, partners, co-ventures, trading
partners, and other associated organizations (hereinafter
referred to as “Affiliates”).
NOW THEREFORE in consideration of the mutual
promises, assertions and covenants herein and other
We the undersigned herewith referred as the , under penalty
of perjury do hereby irrevocably confirm and irrevocably accept
to pay all intermediaries and fee holders at the same time and
in a manner as the seller is being paid for each and every
transaction of this contract up to the completion of the contract
plus rollovers and extensions and in accordance with the bank
details to be specified in the hard copies of this contract.
We, the BUYER , irrevocably confirm that we will order and
direct our bank to endorse automatic payment orders to the
beneficiaries named below; furthermore, We, the BUYER ,
confirm that all pay orders shall automatically transfer funds as
directed into each beneficiaries designated bank account
within 1 (one) day after the date of closing and completion of
each and every shipment of the product during the contract
term plus any/or extensions and rollover of the specified
good and valuable considerations, the receipts of which
is acknowledged hereby, the parties hereby agree as
follows:
1. TERMS AND CONDITIONS
A. The parties will not in any manner solicit, nor
accept any business in any manner from
sources or their affiliates, which sources were
made available through this agreement,
without the express permission of the party
who made available the source except where
The Parties can demonstrate in writing they
have a business relationship with said Parties,
or affiliates or sources which pre-dates this
agreement. and,
B. The parties will maintain complete
confidentiality regarding each other business
sources and/or their Affiliates and will disclose
such business sources only to the named
parties pursuant to the express written
permission of this party who made available
the source, and,
C. That they will not in any of the transactions the
parties are desirous of entering into and do, to
the best of their abilities assure the other that
the transaction codes established will not be
affected.
D. That they will not disclose names, addresses,
e-mail address, telephone and tele-fax or
telex numbers to any contacts by either party
to third parties and that they each recognize
such contracts as the exclusive property of the
respective parties and they will not enter into
any direct negotiations or transactions with
such contracts revealed by the other party and
E. That they further undertake not to enter into
business transaction with banks, investors,
sources of funds or other bodies, the names of
which have been provided by one of the
F. Parties to this agreement, unless written
permission has been obtained from the other
party (ies) to do so. For the sale of this
agreement, it does not matter whether
information obtained from a natural or a legal
person. The parties also undertake not to
make use of a third party to circumvent this
clause.
G. That in the event of circumvention of this
Agreement by either party, directly or
indirectly, the circumvented party shall be
entitled to a legal monetary penalty equal to
the maximum service it should realize from
such a transaction plus any and all expenses,
including but not limited to all legal costs and
expenses incurred to recover the lost revenue.
H. All considerations, benefits, bonuses,
participation fees and/or commissions
contract. For the purpose of clarity, we confirm that the closing
and completion of each and every shipment shall be deemed
to take place when the letter of credit issued by the buyer has
been drawn down at the counters of the issuing bank.
We, BUYER , agrees to provide all beneficiaries with written
evidence of the pay orders lodged with our bank together with
acknowledgements of their acceptance. Furthermore, our bank
shall be instructed to provide duly signed and stamped
acknowledgement of this instruction as set out in the annex.
Forming part of this agreement. It is understood that for the
purposes of this Master Fee Protection Agreement, our bank
shall be the same bank and this IMFPA acts as an integral part
of it.
We the undersigned being BUYER or the seller named
legally authorized representative as stated within the signed
and legally binding main transaction, contract unconditionally
agree and undertake to approve and originate all payments in
USD currency to all beneficiaries named below as their
rightful and payable commissions. This agreement also acts as
a record confirming the commission amounts for each named
beneficiary as set out below:-
TOTAL COMMISSION SHALL BE PAID BY THE Seller AS
FOLLOWS:-
The amount of delivered refinery should be settled as herein
stated to be transferred into the account as follows:
• BUYER side USD$ xx/MT
USDX as a contract condition (Open)
TERM & CONDITIONS:
This master fee protection agreement covers the initial contract
and shall include any renewals, extensions, rollovers, additions
or any new or transfer contract any how originated from this
transaction because of the above intermediaries or changing
codes of the initial contract entered into between the BUYER
and SELLER.
This master fee protection agreement and any subsequently
issued pay orders shall be assignable, transferable and
divisible and shall not be amended without the express written
and notarized consent of the receiving beneficiary. All parties
agree neither to circumvent nor to attempt circumvent either for
the transaction of this current contract or in the future for a
period of five (5) years from the date of the execution of this
fee protection agreement. This document binds all parties,
their employees, associates, transferees and assignees or
designees.
All faxed and/or e-mailed signatures shall be considered as
original signatures for the purpose of binding all parties to this
agreement. This document may be signed & in any number of
counterparts all of which shall be taken together and shall
constitute as being one & the same instrument.
 received as a result of the contributions of the
parties in the Agreement, relating to any and
all transactions will be allocated as mutually
agreed.
I. This Agreement is valid for any and all
transactions between the parties herein and
shall be governed by the substantive law of
England and Wales.
J. The signing parties hereby accept such
selected jurisdiction as the exclusive venue.
The duration of the Agreement shall
perpetuate for five (5) years from last date of
signing.
2. AGREEMENT TO TERMS
A. Signatures on this Agreement received by the
way of Facsimile, Mail and/or E-mail shall be
an executed contract. Agreement enforceable
and admissible for all purposes as may be
necessary under the terms of the Agreement.
B. All signatories hereto acknowledge that they
have read the foregoing Agreement and by
their initials and signature that they have full
and complete authority to execute the
document for and in the name of the party for
which they have given their signature.
Any party may enter into this document and the agreement
constituted thereby by signing any counterpart any time, date
or period mentioned in any provision of this document shall
only be amended by agreement in writing and signed off by all
parties concerned.
Furthermore, we agree that any and all commissions due shall
be paid to the beneficiary as a result of any extension or rolls
of the contract and that we shall effect all necessary
documentation with our bank without any undue delays to
ensure such commissions and paid within the terms of the
agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this
document under the laws of any jurisdiction shall not affect its
illegality, validity or enforceability under the law of any other
jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed & construed in accordance
with the substantive law of England and Wales.
ARBITRATION:
All parties agree to refer any disputes between the parties
arising out of or in connection with this agreement including
any questions regarding its existence, validity or termination to
arbitration rules of the international arbitration centre (I.A.C).
The appointed arbitrator shall hold the proceedings in any
country chosen by the parties and the rules of the IAC shall
apply.
This document is signed and accepted by parties named below
as to be included in the main contract.

“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)”

EDT ( ELECTRONIC DOCUMENT TRANSMISSIONS)

1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may
request hard copy of any document that has been previously transmitted by electronic means provided however, that
any such request shall in no manner delay the parties from performing their respective obligations and duties under
EDT instruments.

NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE PROTECTION

WORKING AGREEMENT (NCNDA) AGREEMENT (IMFPA)

ALL TRANSFER INSTRUCTIONS SHALL STATE: “Immediate credit – same day value / instant cash upon receipt;
Required Required Message: Remitter is known to us. This is done with full banking responsibility and we are satisfied as to the
source of the funds sent us.”
message
 SELLER
ACCEPTED BY US WITH BELOW BANK DETAILS OUR
NAME :
BANK WILL BE USED AS PAYING BANK
DESIGNATION : BENEFICIARY NAME :
COMPANY NAME : BANK NAME :
ADDRESS : BANK ADDRESS :
TEL : ACCOUNT No :
MOBILE : SWIFT CODE :
FAX : BANK OFFICER :
EMAIL ADDRESS : BANK TEL :
SKYPE ID : BANK FAX :
PASSPORT No : PAYMASTER FOR :
NATIONALITY : :
TODAY’S DATE : :

SIGNATURE AND SEAL:

All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip
SPECIAL WIRE shall be emailed to( )for legal verification and documentation pursuant to
INSTRUCTIONS Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank .

ALL TRANSFER INSTRUCTIONS SHALL STATE: “Immediate credit – same day value / instant cash upon receipt;
Required Message: Remitter is known to us. This is done with full banking responsibility and we are satisfied as to
Required message the source of the funds sent us.”

(Buyer’s side, please complete…)

BUYER
ACCEPTED BY US WITH BELOW BANK DETAILS OUR
NAME :
BANK WILL BE USED AS PAYING BANK
DESIGNATION : BENEFICIARY NAME :
COMPANY NAME : BANK NAME :
ADDRESS : BANK ADDRESS :
TEL : ACCOUNT No :
MOBILE : SWIFT CODE :
FAX : BANK OFFICER :
EMAIL ADDRESS : BANK TEL :
SKYPE ID : BANK FAX :
COMPANY VAT No : PAYMASTER FOR :
NATIONALITY : :
TODAY’S DATE : :

SIGNATURE AND SEAL:

All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip
SPECIAL WIRE shall be emailed to( )for legal verification and documentation pursuant to
INSTRUCTIONS Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank .
ALL TRANSFER INSTRUCTIONS SHALL STATE: “Immediate credit – same day value / instant cash upon receipt;
Required Message: Remitter is known to us. This is done with full banking responsibility and we are satisfied as to
Required message the source of the funds sent us.”
 FACILITATOR
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
AGREEMENT (NCNDA) (IMFPA)

COMMISSION SIZE
NAME: Steven Smith $ xx US per MT
(WITH ROLLS + EXT):
DESIGNATION: Director BENEFICIARY NAME: Abundance Europe Ltd
COMPANY NAME: Abundance Europe Ltd BANK NAME: National Westminster Bank plc
Baynhall Farm, Main Road,
267 Dudley Castle Street, Dudley,
ADDRESS: Kempsey, Worcestershire, BANK ADDRESS:
West Midlands, DY1 1LJ, UK
WR5 3PA UK
TEL: 00 44 117 230 9059 ACCOUNT No: tbc
MOBILE: 00 44 7837 956534 SWIFT CODE: NWBKGB2L
FAX: 00 44 117 322 4185 IBAN No: tbc
EMAIL ADDRESS: steve@visionarynutrition.co.uk BANK OFFICER:
SKYPE ID: sc-steve1 BANK TEL: +44 8457 888 444
ID No: NI Number = xxxxxxxx BANK FAX:
NATIONALITY: British ACCOUNT NAME: Abundance Europe Ltd
TODAY’S DATE: 6 August 2013 Bank’s Email Address:

SIGNATURE AND SEAL:

All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip
SPECIAL shall be emailed to ) for legal verification and documentation pursuant to Patriot Act/Banking
INSTRUCTIONS regulations with One Original Contract copy to be filed with Bank.

Mandate/ Agent/ Representative Group may reserve the right to change paymasters
 NOTARY PUBLIC

ON THIS DATE OF : TODAY’S DATE

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE FOLLOWING :

TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE FOREGOING INSTRUMENT,
AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS THEIR FREE ACT AND DEED.

MY COMMISSION EXPIRES :

NOTARY PUBLIC SIGNATURE :...................................................................................................

OFFICER NAME :..........................................................................................................................

TITLE :............................................................................................................................................

NOTARY PUBLIC NAME :..............................................................................................................

ADDRESS :....................................................................................................................................

TEL :...............................................................................................................................................

TODAY’S DATE :............................................................................................................................

[SEAL]

NOTARY PUBLIC SIGNATURE :..........................................................................................

OFFICER NAME :......................................................................................................................

TITLE :............................................................................................................................................

NOTARY PUBLIC NAME :...................................................................................................

ADDRESS :.........................................................................................................................................

TEL :...............................................................................................................................................

TODAY’S DATE :............................................................................................................................

[SEAL]
 BANK ENDORSEMENT

THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN LODGED WITH US AND WILL BE
EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS STIPULATED IN THIS DOCUMENT.

BANK OFFICER 1 SIGNATURE :..................................................................................................

BANK OFFICE NAME : .................................................................................................................

TITLE :............................................................................................................................................

PIN NUMBER :...............................................................................................................................

SWIFT CODE : :...............................................................................................................................

BANK NAME :................................................................................................................................

BANK ADDRESS :..........................................................................................................................

BANK TEL :....................................................................................................................................

TODAY’S DATE :............................................................................................................................

[SEAL]

BANK OFFICER 2 SIGNATURE :..................................................................................................

BANK OFFICE NAME : .................................................................................................................

TITLE :............................................................................................................................................

PIN NUMBER :...............................................................................................................................

SWIFT CODE : :...............................................................................................................................

BANK NAME :................................................................................................................................

BANK ADDRESS :..........................................................................................................................

BANK TEL :....................................................................................................................................

TODAY’S DATE :............................................................................................................................

[SEAL]